8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 29, 2004

TRM CORPORATION

(Exact name of registrant as specified in its chapter)

Oregon	0-19657	93-0809419
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)
5208 N.E. 122nd Avenue Portland, Oregon  97230
(Address of principal executive offices)  (Zip Code)
(503) 257-8766
(Registrant’s telephone number, including area code)

Item 7.Financial Statements and Exhibits

(c)   Exhibits.  The following materials are furnished as part of this Current Report on Form 8-K:

Exhibit Number	Description of Exhibit
99.1	TRM Corporation press release dated April 29, 2004 with respect to financial results for the quarter ended March 31, 2004.

Item 12.Results of Operations and Financial Condition

TRM Corporation (the “Company”) is furnishing the following information as required under Item 12 “Results of Operations and Financial Condition” of Form 8-K.  This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On April 29, 2004, TRM Corporation issued a press release announcing its financial results for the quarter ended March 31, 2004.  A copy of the press release, including unaudited financial information released as a part thereof, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRM Corporation
	Registrant
Date:    May 3, 2004	By:	/s/ Rebecca J. Demy
		Rebecca J. Demy
		Principal Accounting Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	TRM Corporation press release dated April 29, 2004 with respect to financial results for the quarter ended March 31, 2004.

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EX-99.1

Exhibit 99.1

For further information, contact:

Danial J. Tierney, Executive Vice-President

Office:  (503) 257-8766, Ext. 279

Fax:  (503) 251-5473 / E-mail:  dantierney@trm.com

TRM Announces Financial Results

Portland, Oregon: 29 April 2004 — TRM Corporation (NASDAQ: TRMM) today reported net income for the quarter ended March 31, 2004 of $2.5 million (or $.31 per share) compared to a net income of $753,000 (or $.11 per share) for the same period in 2003, an increase of $1.8 million.  Earnings per share are reported on a fully diluted basis and before preferred dividends.  During the first quarter 2004, the Company’s Board of Directors approved the payment of a dividend for the first quarter of 2004 in the amount of $375,000 related to its preferred stock, resulting in diluted net income available to common shareholders of $.26 per share for the first quarter, as compared to $.05 per share for the same period in 2003.

Net sales for the quarter grew to $21.0 million, representing an increase of $2.3 million (or 12.5%) when compared to the first quarter of 2003.  The increase in net sales for the quarter is attributable to ATM unit expansion, higher currency exchange rates for sales by the Company’s foreign subsidiaries, and higher pricing throughout the Company’s ATM and photocopy networks. ATM operations produced net sales of $9.6 million, including $144,000 in ATM machine sales, during the first quarter of 2004, representing an increase of $2.2 million (or 30.0%) as compared to the same period in the prior year.  Photocopy net sales were $11.4 million for the first quarter of 2004, up from $10.7 million (or 6.7%) during the same quarter of 2003 as a result of ongoing price increases initiated during 2003.  Software development net sales for the quarter were $14,000.

Operating income increased to $4.1 million for the first quarter of 2004 as compared to operating income of $1.7 million for the same period in 2003.  Shareholder equity increased $7.3 million from year end 2003 to $56.2 million, an increase of 15.0%.

The Company adopted FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” (“FIN 46”) in the fourth quarter of 2003.  FIN 46 addresses consolidation by business enterprises of variable interest entities.  Accordingly, the Company has consolidated the TRM Inventory Funding Trust (the “Trust”), which provides vault cash for its ATM network, into its financial statements at December 31, 2003.  The consolidated balance sheet as of March 31, 2004 includes long-term assets of $31.4 million, long-term liabilities of $29.9 million, and minority interest of $1.5 million relating to the Trust with no effect on the Company’s results of operations.

Effective March 31, 2004, the Company acquired all of the outstanding shares of Inkas Financial Corp. Ltd. (“Inkas”), an independent ATM company with 450 sites.  The acquisition was accounted for as a purchase, and most of the purchase price was allocated to intangible assets.  The results of operations of Inkas will be included in the Company’s consolidated results of

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operations starting in the second quarter of 2004, and are expected to be immediately accretive to earnings.

At March 31, 2004 (prior to the Inkas acquisition), the Company’s ATM network consisted of 3,522 revenue-generating machines deployed throughout the United Kingdom and United States, which represents an increase of 422 ATM machines when compared to the same date in 2003 (an increase of 13.6%).  The Company had 25,877 revenue-generating photocopiers at March 31, 2004, a decrease of 2,156 units (or 7.7%) as compared to the same date in 2003, due primarily to elimination of unprofitable locations.

FORWARD LOOKING STATEMENTS

Statements made in this news release that are not historical facts are forward-looking statements.  Actual results may differ materially from those projected in any forward-looking statement.  Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, such as consumer demand for the Company’s services; access to capital; maintaining satisfactory relationships with the Company’s banking partners; technological change; the ability of the Company to control costs and expenses; competition and the Company’s ability to successfully implement its planned growth.  Additional information on these factors, which could affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.  Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that could cause actual results to differ materially from those contained in any forward-looking statement.  Undue reliance should not be placed on any forward-looking statement, which reflects management’s analysis only as of the date of the statement.  The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws.

-Attachments 1, 2 and 3 follow-

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Attachment 1

TRM CORPORATION

Consolidated Results of Operations

(In thousands, except per share data)

(unaudited)

	Three Months Ended
	03-31-03			03-31-04
Sales	$	22,414		$	25,929
Sales discounts	3,726			4,899
Net sales	18,688			21,030
Cost of sales	11,086			10,676
Gross profit	7,602			10,354
Selling, general and administrative expense	5,799			6,211
Asset retirements	63			—
Operating income	1,740			4,143
Other expense:
Interest	330			246
Other, net	150			135
Income before provision for income taxes	1,260			3,762
Provision for income taxes	507			1,249
Net income	$	753		$	2,513
BASIC AND DILUTED PER SHARE INFORMATION:
Net income	$	753		$	2,513
Preferred stock dividends	(375		)	(375		)
Income available to common stockholders	$	378		$	2,138
Weighted average common shares outstanding	7,060			7,153
Dilutive effect of stock options	—			1,043
Weighted average common shares outstanding, assuming dilution	7,060			8,196
Basic income per share	$	0.05		$	0.30
Diluted income per share	$	0.05		$	0.26
Diluted Income per share - before preferred stock dividends	$	0.11		$	0.31

Attachment 2

TRM Corporation
Consolidated Balance Sheet

(In thousands)

(unaudited)

	December 31, 2003		March 31, 2004
Assets
Current assets:
Cash and cash equivalents	$	5,724	$	8,941
Accounts receivable, net	6,134		7,120
Inventories	1,567		1,874
Prepaid expenses and other	1,405		1,566
Deferred tax asset	423		424
Total current assets	15,253		19,925
Equipment, less accumulated depreciation	63,991		64,594
Restricted cash - TRM Inventory Funding Trust	28,939		31,372
Deferred tax asset	2,767		2,509
Intangible assets	72		6,127
Other assets	1,253		1,832
	$	112,275	$	126,359
Liabilities and Shareholders’ Equity
Current liabilities:
Revolving line of credit	$	—	$	3,915
Accounts payable	1,367		2,903
Accrued expenses	6,429		6,085
Accrued expenses - TRM Inventory Funding Trust	57		60
Current portion of long-term debt	3,024		3,308
Current portion of obligations under capital leases	2,113		2,359
Total current liabilities	12,990		18,630
Notes payable - TRM Inventory Funding Trust	27,455		29,941
Long-term debt	7,040		6,285
Obligations under capital leases	2,784		2,386
Deferred tax liability	7,049		6,832
Other long-term liabilities	79		66
Preferred dividends payable	4,502		4,502
Total liabilities	61,899		68,642
Minority interest - TRM Inventory Funding Trust	1,500		1,500
Shareholders’ equity:
Preferred stock	19,798		19,798
Common stock	19,026		23,573
Additional paid-in capital	63		63
Accumulated other comprehensive income	2,088		2,744
Retained earnings	7,901		10,039
Total shareholders’ equity	48,876		56,217
	$	112,275	$	126,359

Attachment 3

TRM Corporation

Supplemental Data

(In thousands)

(unaudited)

	Three Months Ended
	03-31-03			03-31-04
Net sales:
Photocopy	$	10,696		$	11,411
ATM	7,390			9,605
S-3 Corporation	602			14
	$	18,688		$	21,030
Operating income:
Photocopy	$	1,281		$	2,843
ATM	469			1,435
S-3 Corporation	(10		)	(135		)
	$	1,740		$	4,143